INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2005 • Global Secure Corp. • Delaware
This Indemnification Agreement (the “Agreement”) is made as of February 23, 2004, by and between GlobalSecure Holdings Ltd., a Delaware corporation (the “Company”), and C. Thomas McMillen (the “Indemnitee”).
HAZTRAIN, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2005 • Global Secure Corp. • Maryland
This Employment Agreement (“Agreement”) is made and entered into as of the 27th day of April, 2005, by and between Tim Czysz, having a principal residence address in the State of Maryland at 14707 Banks O’Dee Road, Newburg, MD 20664 (“Executive”) and HazTrain, Inc., a Maryland corporation (the “Company”).
GLOBAL SECURE CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2005 • Global Secure Corp. • Delaware
This Agreement dated as of August 9, 2005 is entered into by and between Global Secure Corp., a Delaware corporation (the “Company”), and Ross H. Mandell (the “Investor”).
ContractSecurity Agreement • August 12th, 2005 • Global Secure Corp. • New York
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACCEPTING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED BY SUCH HOLDER OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (4) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, S
GLOBALSECURE HOLDINGS LTD. 2003 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 12th, 2005 • Global Secure Corp. • New York
This Stock Option Agreement is entered into under and subject to the Company’s 2003 Incentive Stock Plan (“Plan”). Unless otherwise defined herein, capitalized terms shall have the same meanings in this Stock Option Agreement as are defined in the Plan
SERVICES AGREEMENTServices Agreement • August 12th, 2005 • Global Secure Corp. • New York
Services Agreement (“Agreement”) made as of April 15th, 2003 by and between Sky Venture Capital Inc., a Delaware corporation, (“Provider”) and GlobalSecure Ltd., a Delaware corporation, (“GlobalSecure”).
GLOBAL SECURE CORP. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 12th, 2005 • Global Secure Corp. • Delaware
This Agreement dated as of August 9, 2005 is entered into by and among Global Secure Corp., a Delaware corporation (the “Company”), and Sky Capital Enterprises Inc., a Delaware corporation (the “Investor”).
EMPLOYEE INVENTION AGREEMENTEmployee Invention Agreement • August 12th, 2005 • Global Secure Corp. • Maryland
This EMPLOYEE INVENTION AGREEMENT (this “Agreement”), dated April 29, 2005 is made between HazTrain, Inc., a Maryland corporation having a principal place of business at 10485 Theodore Greene Blvd., White Plains, MD 20695 (hereinafter “Company”) and Timothy J. Czysz, residing at 14707 Banks O’Dee Road, Newburg, MD 20664 (hereinafter “Employee”).
ARTICLE PAGE 1. DEFINITIONS 1 2. TERM 4 3. “AS IS” CONDITION; TENANT’S WORK 4 4. RENT 5 5. ADDITIONAL RENT 6 6. USE 8 7. CARE OF PREMISES 8 8. ALTERATIONS BY TENANT 8 9. EQUIPMENT 9 10. OWNERSHIP AND REMOVAL OF PROPERTY 10 11. LANDLORD’S ACCESS TO...Lease Agreement • August 12th, 2005 • Global Secure Corp.
The following rules and regulations have been formulated for the safety and well-being of all the tenants of the Building. Adherence to these rules and regulations by each and every tenant contributes to safe occupancy and quiet enjoyment of the Building. Any violation of these rules and regulations by any tenant which continues after notice from Landlord shall be a Default under such tenant’s lease, at the option of Landlord.
SUBLEASE AGREEMENTSublease Agreement • August 12th, 2005 • Global Secure Corp. • District of Columbia
THIS SUBLEASE AGREEMENT (the “Sublease”), effective as of June 2, 2005, is between Schmeltzer, Aptaker & Shepard P.C., (“Sublandlord”), and GlobalSecure Holdings Ltd. (“Subtenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2005 • Global Secure Corp. • California
This INDEMNIFICATION AGREEMENT (the “Agreement”) is dated effective this 28th day of February, 2005, and is made by and among Virtual Alert, Inc. (“Indemnitor”), and Chris Popov, an individual domiciled in the State of California, Daniel Desmond, an individual domiciled in the State of California, and Eric Shaffer, an individual domiciled in the State of Texas (herein, Chris Popov, Daniel Desmond, and Eric Shaffer shall be referred to collectively as the “Indemnitees”).
GLOBALSECURE HOLDINGS, LTD. 2003 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 12th, 2005 • Global Secure Corp. • New York
This Stock Option Agreement is entered into under and subject to the Company’s 2003 Incentive Stock Plan (“Plan”). Unless otherwise defined herein, capitalized terms shall have the same meanings in this Stock Option Agreement as are defined in the Plan
LEASE AGREEMENT By and Between McCLELLAN BUSINESS PARK LLC, a Delaware limited liability company and VIRTUAL ALERT, a California corporationLease Agreement • August 12th, 2005 • Global Secure Corp. • California
GLOBAL SECURE CORP. EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2005 • Global Secure Corp. • District of Columbia
This Employment Agreement (“Agreement”) is made and entered into as of the 26th day of July, 2005, by and between Charles Anthony Hasper, having a principal residence address in the Commonwealth of Virginia at 47524 Compton Circle, Potomac Falls, Virginia 20165 (“Executive”) and Global Secure Corp., a Delaware corporation (the “Company”).
GLOBALSECURE HOLDINGS, LTD. SALES AGENCY AGREEMENT As of June 1, 2003Sales Agency Agreement • August 12th, 2005 • Global Secure Corp. • New York
AGREEMENT AND PLAN OF MERGER Among GLOBALSECURE HOLDINGS, LTD., GLOBALSECURE MERGER SUB, INC., HAZTRAIN, INC. and JERRY L. SMITH, Ph.D. and HAZTRAIN, INC. EMPLOYEE STOCK OWNERSHIP PLAN Dated as of December 15, 2003Merger Agreement • August 12th, 2005 • Global Secure Corp. • Maryland
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of December 15, 2003 among GLOBALSECURE HOLDINGS, LTD., a Delaware corporation (“GlobalSecure”); GLOBALSECURE MERGER SUB, INC., a Maryland corporation (“GlobalSecure Sub”) and a wholly-owned subsidiary of GlobalSecure; HAZTRAIN, INC., a Maryland corporation (the “Company”); and JERRY L. SMITH, Ph.D. (the “Shareholder” or “Dr. Smith”) and the HAZTRAIN, INC. EMPLOYEE STOCK OWNERSHIP PLAN by its sole trustee, Timothy J. Czysz (the “ESOP” and, collectively with the Shareholder, the Company Shareholder”).
STOCK PURCHASE AGREEMENT between GLOBALSECURE HOLDINGS, LTD. AND VIRTUAL ALERT, INC. AND THE STOCKHOLDERS OF VIRTUAL ALERT, INC. Dated February 28, 2005Stock Purchase Agreement • August 12th, 2005 • Global Secure Corp. • New York
THIS STOCK PURCHASE AGREEMENT dated February 28, 2005 between Virtual Alert, Inc., a California corporation (the “Company”); the stockholders of the Company listed on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”); and GlobalSecure Holdings, Ltd., a Delaware corporation (the “Buyer”). The Company, the Sellers and the Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.
GLOBALSECURE HOLDINGS LTD. 2003 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 12th, 2005 • Global Secure Corp. • New York
This Stock Option Agreement is entered into under and subject to the Company’s 2003 Incentive Stock Plan (“Plan”). Unless otherwise defined herein, capitalized terms shall have the same meanings in this Stock Option Agreement as are defined in the Plan.
GLOBAL SECURE CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2005 • Global Secure Corp. • Delaware
This Agreement dated as of August 9, 2005 is entered into by and between Global Secure Corp., a Delaware corporation (the “Company”), and Sky Capital Enterprises Inc., a Delaware corporation (the “Investor”).
EMPLOYEE NON-DISCLOSURE AND PROPRIETARY INFORMATION AGREEMENTEmployee Non-Disclosure and Proprietary Information Agreement • August 12th, 2005 • Global Secure Corp. • Maryland
THIS EMPLOYEE NON-DISCLOSURE AND PROPRIETARY INFORMATION AGREEMENT (this “Agreement”) is made as of April 29, 2005 between HazTrain, Inc., a Maryland corporation having its principal business office at 10485 Theodore Greene Blvd., White Plains, MD 20695 (“Employer”) and Timothy J. Czysz, an individual residing at 14707 Banks O’Dee Road, Newburg, MD 20664 (“Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 12th, 2005 • Global Secure Corp. • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of April 10, 2003, between Neoterik Health Technologies, Inc., a Maryland corporation (the “Company”), Kenneth V. Vaughan (“Vaughan”) and James R. Wiggins (“Wiggins” and Vaughan and Wiggins, jointly and severally the “Principals”) and GlobalSecure Ltd., a Delaware corporation (the “Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2005 • Global Secure Corp. • New York
CONSULTING AGREEMENT (this “Agreement”) dated as of February 23, 2004, between GlobalSecure Holdings Ltd. (the “Company”), a Delaware corporation, and C. Thomas McMillen (‘‘Consultant”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 12th, 2005 • Global Secure Corp. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2003, by and between USASECURE CORP, a Delaware corporation (the “Company”), GlobalSecure Ltd., a Delaware corporation (the “Purchaser”) and C. Thomas McMillen (the “Sole Shareholder”).
GLOBALSECURE HOLDINGS, LTD. DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • August 12th, 2005 • Global Secure Corp. • Virginia
LOCK-UP AGREEMENTLock-Up Agreement • August 12th, 2005 • Global Secure Corp. • New York
As an inducement to Morgan Keegan & Company, Inc. (“Morgan Keegan”) and Jefferies & Company, Inc. (“Jefferies,” and together with Morgan Keegan, the “Underwriters”) to enter into an underwriting agreement (the “Underwriting Agreement”) with Global Secure Corp. (the “Company”) pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common shares, par value $0.0001 per share (the “Securities”), of the Company or any successor (by merger or otherwise) thereto, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whol
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • August 12th, 2005 • Global Secure Corp.
THIS AGREEMENT, made and executed this 1st day of September, 2004, by and between Harry C. Attick, Sr. and Lucille M. Attick, hereinafter called the Landlord, and HazTrain, Inc., hereafter called the Tenant.
